Critical Elements Lithium arranges $6-million financing

Executive Summary

• Critical Elements Lithium Corp. announced a bought deal private placement for aggregate gross proceeds of approximately C$6.0 million.
• The offering consists of 5 million hard-dollar (HD) common shares at $0.40 per share and 6,666,667 flow-through (FT) common shares at $0.60 per share.
• Net proceeds are intended to finance exploration programs at the Rose West block (Rose lithium-tantalum property and Nemaska belt properties in Quebec) and for general working capital.

Key Details

• Transaction Structure: Bought deal private placement led by Red Cloud Securities Inc. as lead underwriter and sole bookrunner.
• Hard-Dollar (HD) Shares:
  • Quantity: 5,000,000 common shares.
  • Price: $0.40 per share.
  • Gross Proceeds: $2,000,000.
• Flow-Through (FT) Shares:
  • Quantity: 6,666,667 common shares.
  • Price: $0.60 per share.
  • Gross Proceeds: $4,000,000.
  • Terms: Shares sold as flow-through shares under Subsection 66(15) of the Income Tax Act (Canada). Qualifying expenditures will be renounced to subscribers effective Dec. 31, 2025, for expenses incurred on or before Dec. 31, 2026.
• Underwriter Option: The underwriters have an option to purchase up to an additional $1,000,000 in any combination of HD and FT shares at their respective offering prices, exercisable up to 48 hours prior to the closing date.
• Subscribers: The corporation has the right to include a list of subscribers to purchase shares reflecting gross proceeds of up to $500,000.
• Use of Proceeds:
  • Finance exploration programs at the Rose West block (part of the Rose lithium-tantalum property and Nemaska belt properties in Quebec).
  • General working capital and corporate purposes.
  • FT share proceeds specifically for eligible Canadian exploration expenses qualifying as flow-through critical mineral mining expenditures.
• Regulatory & Listing:
  • Offered pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106.
  • Shares expected to be immediately freely tradeable in Canada.
  • HD shares may be sold offshore/US on a private placement basis.
  • Subject to approval of the TSX Venture Exchange and other regulatory requirements.
• Closing Date: Scheduled for Dec. 5, 2025, or such other date as agreed.